Graphex Group (OTC: GRFXF) wins 18‑month mandate for possible disposal deal

Rhea-AI Filing Summary

Graphex Group Limited reported that shareholders approved an ordinary resolution at an extraordinary general meeting held on 20 March 2026, giving the board an 18‑month mandate linked to a possible asset disposal. The resolution, covering an agreement dated 1 December 2025 and a potential definitive agreement with a purchaser, received 240,347,027 votes in favour and none against. As of the meeting date, 941,313,336 shares were issued and entitled to vote, and no shareholders were required to abstain. The possible disposal will only proceed if the purchaser exercises its option within the option term, so the transaction may or may not occur.

Insights

Cross-border M&A and governance analyst

Shareholders granted Graphex an 18‑month mandate for a buyer‑optioned disposal.

The resolution gives Graphex Group’s board authority for 18 months to enter a definitive agreement with a purchaser for a possible disposal, tied to an earlier agreement dated 1 December 2025. The approval was unanimous on the votes cast, with 240,347,027 votes for and none against.

The mechanism is contingent: the disposal only proceeds if the agreement becomes unconditional and the purchaser exercises its option within the option term. As of the meeting, 941,313,336 shares were entitled to vote, so only a portion of the share base participated in the poll.

The company plans to work closely with the purchaser, support due diligence on the disposal company during the option term, and issue further announcements under the Listing Rules. The filing itself stresses that the possible disposal may or may not proceed, so actual impact depends on the purchaser’s eventual decision.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2026

Commission File Number 001-41471

Graphex Group Limited

(Translation of registrant’s name into English)

11/F COFCO Tower 262 Gloucester Road Causeway Bay

Hong Kong

Tel: + 852 2559 9438

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

☒ Form 20-F ☐ Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Graphex Group Limited.

Form 6-K

TABLE OF CONTENTS

Item		Page
Other Information		3
Signatures		4
Exhibit Index		5

2

Other Information

Graphex Group Limited (OTC Expert Market) | HKSE: 6128).

Graphex Group Limited (the “Company” or “we”) is an issuer with its ordinary shares listed on The Stock Exchange of Hong Kong Limited (“HKSE”) and American Depository Shares (“ADSs”) that are traded on the OTC Expert Market. Under the Rules Governing the Listing of Securities on the HKSE (“Listing Rules”), we published an announcement (“Announcement”) that provided the results of the extraordinary general meeting (“EGM”) of the shareholders of the Company that was held on 20 March, 2026. A notice of the EGM (the “EGM Notice”) and the matters to be considered and voted on by the shareholders of the Company at the EGM was previously reported in the Company’s Report on Form 6-K filed on February 2, 2026, which is incorporated into this Report by reference. Unless the context otherwise requires, capitalized terms used in this Announcement shall have the same meanings as those defined in such February 2, 2026 Report on Form 6-K.

The poll results in respect of the Resolution proposed at the EGM were as follows:

ORDINARY RESOLUTION		Number of Votes (Approximate %)
		For		Against
To approve, confirm and ratify the Agreement dated 1 December 2025 and the transactions contemplated thereunder as set out in the Notice of EGM, and, to grant the Proposed Mandate to the Board for a period of 18 months commencing from the date of passing of this resolution to enter into the Definitive Agreement with the Purchaser for the Possible Disposal and complete the Possible Disposal based on the Principal Terms in the event the Agreement became unconditional and the Purchaser elected to exercise the Option.		240,347,027 100.00%		0 0.00%

The full text of the resolution was provided in the EGM Notice. As more than 50% of the votes were cast in favor of the resolution proposed at the EGM, such resolution was duly passed as an ordinary resolution of the Company.

The information provided in this Report described above is not complete and subject to the terms and provisions set forth in the Announcement (and the description herein are qualified in their entirety by reference to the Announcement). The information in this Report is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to purchase any securities of Graphex Group Limited, including but not limited to its American Depositary Shares.

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GRAPHEX GROUP LIMTED
	By:	/s/ Andross Chan
		Andross Chan
		Chief Executive Officer

Date: March 23, 2026

4

EXHIBIT INDEX

Exhibit No.		Exhibit
99.1		Poll Results of the Extraordinary General Meeting Held on 20 March 2026

5

Exhibit 99.1

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement appears for information purpose only and does not constitute an invitation or offer to Shareholders or any other persons to acquire, purchase or subscribe for any securities of the Company in Hong Kong, the United States or elsewhere, nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or invitation to subscribe for securities, and is provided for information only. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession the information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the laws of any such jurisdictions. Securities referred to in this announcement have not been issued, registered in accordance with any securities laws and regulations or allowed to be offered to public or to circulate in Hong Kong, the United States, or elsewhere. No representation is made that any such securities will be issued or so registered or allowed to be offered to the public or circulated in Hong Kong, the United States or elsewhere. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or an exemption from registration under the Securities Act. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer and that will contain detailed information about the issuer and its management, as well as financial statements.

GRAPHEX GROUP LIMITED

烯 石 電 動 汽 車 新 材 料 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6128)

POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING HELD ON 20 MARCH 2026

Reference is made to the circular (the “Circular”) of Graphex Group Limited (the “Company”) dated 30 January 2026 incorporating the notice (the “Notice”) of the extraordinary general meeting (the “EGM”). Unless the context otherwise requires, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular.

POLL RESULTS

At the EGM held on 20 March 2026, voting on the proposed ordinary resolution (the “Resolution”) as set out in the Notice wase taken by poll.

The poll results in respect of the Resolution proposed at the EGM were as follows:

ORDINARY RESOLUTION		Number of Votes (Approximate %)
		For		Against
To approve, confirm and ratify the Agreement dated 1 December 2025 and the transactions contemplated thereunder as set out in the Notice of EGM, and, to grant the Proposed Mandate to the Board for a period of 18 months commencing from the date of passing of this resolution to enter into the Definitive Agreement with the Purchaser for the Possible Disposal and complete the Possible Disposal based on the Principal Terms in the event the Agreement became unconditional and the Purchaser elected to exercise the Option.		240,347,027 100.00%		0 0.00%

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The full text of the Resolution proposed at the EGM was set out in the Notice.

As more than 50% of the votes were cast in favour of the Resolution at the EGM, the Resolution was duly passed as an ordinary resolution of the Company.

As at the date of the EGM, the total number of issued Shares of the Company was 941,313,336 Shares, which was the total number of Shares entitling the Shareholders to attend and vote on the Resolution proposed at the EGM. No Shareholder was entitled to attend but was required to abstain from voting in favour of the Resolution at the EGM pursuant to Rule 13.40 of the Listing Rules. No Shareholder has stated the intention in the Circular to vote against or to abstain from voting on the Resolution at the EGM. There was no restriction on any of the Shareholders to cast votes on the Resolution proposed at the EGM.

The Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, was appointed as the scrutineer for the poll at the EGM.

The Company would like to report that all Directors (except for Mr. Ma Lida, who was unable to attend due to other work commitment) have attended the EGM.

THE POSSIBLE DISPOSAL

The Company has been in close contact with the Purchaser on the Possible Disposal ever since the entering into of the Agreement. As the mandate sought by the Board from the Shareholders authorizing the Directors to proceed with and complete the Possible Disposal with the Purchaser on the Principal Terms in the event the Purchaser elected to exercise the Option has been granted at the EGM, the Company will push forward with the Possible Disposal and will work closely with the Purchaser to facilitate the due diligence review on the affairs of the Disposal Company that may be conducted by the Purchaser during the Option Term.

The Company will make further announcements to keep the Shareholders and potential investors abreast of the progress and development on the Possible Disposal as and when appropriate in compliance with the Listing Rules.

WARNING

The Possible Disposal is subject to the exercise by the Purchaser of the Option prior to the expiration of the Option Term at the Purchaser’s sole discretion. Accordingly, the Possible Disposal may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in securities of the Company.

By order of the Board

Graphex Group Limited

Lau Hing Tat Patrick

Chairman

Hong Kong, 20 March 2026

As at the date of this announcement, the executive Directors are Mr. Lau Hing Tat Patrick, Mr. Chan Yick Yan Andross and Mr. Qiu Bin; the non-executive Director is Mr. Ma Lida; and the independent non-executive Director is Mr. Liu Kwong Sang.

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FAQ

What did Graphex Group Limited (GRFXF) shareholders approve at the March 2026 EGM?

Shareholders approved an ordinary resolution granting the board an 18‑month mandate for a possible disposal. The mandate relates to a 1 December 2025 agreement and permits a definitive agreement with a purchaser if that agreement becomes unconditional and the purchaser exercises its option.

How strong was shareholder support for Graphex Group’s disposal mandate?

The disposal mandate received unanimous support among votes cast. The poll showed 240,347,027 votes, or approximately 100.00%, in favour of the resolution and 0 votes, or 0.00%, against, allowing the resolution to pass as an ordinary resolution of the company.

How many Graphex Group shares were eligible to vote at the 20 March 2026 EGM?

A total of 941,313,336 shares were issued and entitled to vote on the resolution. No shareholder faced restrictions or was required to abstain from voting, and no shareholder had stated an intention to vote against or abstain in the circular.

Is Graphex Group’s possible disposal transaction guaranteed to proceed?

No, the possible disposal may or may not proceed. It is subject to the purchaser exercising an option within the option term, at the purchaser’s sole discretion, and to the agreement becoming unconditional. The company cautions shareholders when dealing in its securities.

What steps will Graphex Group take next regarding the possible disposal?

The company intends to push forward within the granted mandate. It plans to work closely with the purchaser, facilitate due diligence on the disposal company during the option term, and issue further announcements on progress and developments in line with the Listing Rules.

Which directors of Graphex Group attended the March 2026 extraordinary general meeting?

All directors except one attended the extraordinary general meeting. The company reports that every director attended, other than non‑executive director Mr. Ma Lida, who was unable to attend due to other work commitments, ensuring broad board representation at the meeting.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 21.2 KB
• EX-99 GRAPHIC 20.6 KB